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CONTED SA - CNTE

OGSM resolutions from 18.03.2017

Release Date: 3/20/2017 9:10:25 AM

IRIS Code: B7382

 

Current report

according to C.N.V.M. Regulation no. 1/2006

 

Date of report: 20.03.2017

Name of the company:  S.C. CONTED S.A.

Registered office: Dorohoi municipality, str.  1 Decembrie no. 8, Botosani county

Phone/fax number: 0231610067/ 0231610026

Sole Registration Code: RO 622445

Trade Register Office registration number:  J07/107/1991

Subscribed and paid-up share capital 2,284,360.06 lei

Trading market Bucharest Stock of Exchange – Standard Category 

IMPORTANT EVENTS TO REPORT

Changes in the control of trading company:

       - not applicable

Consistent procurements or estrangements of assets:

       - not applicable

Bankruptcy procedure:

       - not applicable

Other events:  Decision of the Ordinary General Meeting of Shareholders

           The Ordinary General Meeting of Shareholders S.C.  CONTED S.A., with its registered office in Dorohoi municipality, 1 Decembrie no. 8 street,  Botosani, registered at the Trade Register Office with number J07/107/1991, with Sole Registration Code RO 622445, as they were registered at the Register of shareholders, administered by S.C. Depozitarul Central S.A. Bucharest, on the date of 06.03.2017 that developed its activities on the first appeal, of  18.03.2017, at 10.00,with the quorum and necessary majority, registered by the minutes no. 62 of 18.03.2017 concluded on the works of the Ordinary General Meeting of Shareholders  of S.C. CONTED S.A. , taking into account the agenda of the Management Board of S.C. CONTED S.A.

 

for the Ordinary General Meeting of Shareholders, as published in the Official Gazette of Romania - part IV no. 464 of 10.02.2017, in the local newspaper Monitorul de Botosani number 33 of 10.02.2017 and number 35 of 13.02.2017, on the company website  wwwconted.ro and taking into account the materials shown within the agenda, as well as the expressed votes, within a quorum of 62.09%, 148,540 shares, respectively, of the total of shares, of 239,226 with voting right, subject to Art. 111 of Law no. 31/1990 republished, as further amended and completed and of the articles of association.

DECIDES:

Art. 1. The following are approved:  

1. Report of the President of the Management Board about the coordination of the Management Board in 2016 year. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

2. The individual annual financial statements for the financial year ended on 31.12.2016, according to the Accounting Regulations according to the International Standards of Financial reporting made of:

    - financial position statement;

    - profit or loss statement of other items of the overall result;

    - equity amendment statement;

    - treasury flow statement;

    - notes to the financial statements, which globally consist in the following data:

Equities:             10,482,672 lei

Total incomes:   16,194,137 lei

Total expenses:  15,910,386 lei

Gross result of financial year -  profit 283,751 lei

Net result of financial year     -  profit 195,545 lei

 

 

The valid votes cast held by the present shareholders: 148,540, representing 62.19% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

3. The report of the Management Board regarding the financial year of 2016. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

4. The report of the statutory auditor for 2016 year. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

5. Distribution of the net profit of 2016 financial year amounting 195,544.76 lei, as dividend to the shareholders, the dividend payment by Central Depository S.A. Bucharest and incurring the fee due to the Central Depository and paying agent, by the company following the payment of dividend. The approved gross dividend, which is to be granted for one share is established at 0.81 lei, which represents a distribution rate of 100% of the total issued net profit. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

6. The administrators discharge for the financial year 2016.

The valid votes cast held by the present shareholders: 38,526, representing 16.10 % from the total of the shares with voting right, afferent to a number of 38,526 shares, from which 38,526 votes for, no vote against, nor abstentions.

7. Reduction the remuneration of Board members in 2017 on their own initiative with the amount of 3,000 lei each, starting in March until the Ordinary General Meeting of Shareholders concerning the financial year 2017. The valid votes cast held by the present shareholders: 38,526, representing 16.10 % from the total of the shares with voting right, afferent to a number of 38,526 shares, from which 38,526 votes for, no vote against, nor abstentions.

8. The income and expense budget for the 2017 year, which mainly includes the following indicators in lei:

Total incomes:    

15,758,000

Total expenses (excluding income tax expense)

15,558,000

Gross profit

     200,000

Net profit

     168,000

The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

9. The date of 03.04.2017 as registration date, respectively ex – date 31.03.2017 and the date of payment 13.04.2017, for the shareholders whereto the decisions of the Ordinary General Meeting of Shareholders of 18.03.2017 will be applied. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

10. Appointment of the statutory auditor S.C. MCO CONTAB CONSULT S.R.L. with its registered office in Botosani, str. Aleea Curcubeului  nr.11, sc.B, Ap.11, Trade Register Office registration number: J07/488/2006, Sole Registration Code 18997162, over a year (financial year 2017). The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions. The vote was secret and was done in ballot available to shareholders by the technical secretary of the Assembly.

11. Prescribing the right to require payment of unclaimed dividends due to shareholders and the shareholders for 3 years from the date of the general meeting, amounting to 32,465.35 lei, for the financial years 2011, 2012 and registered under “other income”. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right,

 

afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

12. The authorization of M Eng. Popa Manole to perform all the needed and legal formalities for the registration of the Ordinary General Assembly of Shareholders to the Trade Registry attached to the Botosani Court, by means of which he can delegate third parties, including the legal adviser of the company. The valid votes cast held by the present shareholders: 148,540, representing 62.09% from the total of the shares with voting right, afferent to a number of 148,540 shares, from which 148,540 votes for, no vote against, nor abstentions.

Art. 2.  The documents including the information, data and proposals that relied on the listed approvals constitute annexes to this decision, whereof they take an integral part and are at the headquarters of the company.

Art. 3. a) This decision takes an integral part of the minutes no. 62 of 18.03.2017, whereby the development of works of the Ordinary General Meeting of Shareholders is mentioned, concluded and signed by the conclusion council, elected on the Ordinary General Meeting of Shareholders, as well as by the president of the Management Board, who managed the works of the general meeting.

             b) In accordance with the legal provisions in force, as well as with the regulations and directives regarding the permanent information of shareholders, this decision will be sent to advertisement, will be communicated to the Financial Surveillance Authority and the Stock of Exchange Bucharest and will be submitted within the legal term to the Trade Register Office attached to the Law Court of Botosani, to be mentioned by the register and published by the Official Gazette of Romania Part IV.

           

Chairman,

Eng. Manole Popa

 

                                                 

 



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